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Outsourcing Agreement
"I need an Outsourcing Agreement for an IT services provider to manage our company's entire technology infrastructure and cloud services, including handling sensitive customer data, with service commencement planned for March 2025."
1. Parties: Identification of contracting parties with full legal names and addresses
2. Background: Context of the agreement, business rationale, and relationship between the parties
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Services: Overview of services to be provided, with detailed specifications in schedules
5. Service Levels: Key performance indicators, measurement methods, and remedies for failure
6. Charges and Payment: Pricing structure, payment terms, invoicing procedures, and price adjustment mechanisms
7. Personnel and Resources: Requirements for staff, qualifications, and key personnel provisions
8. Governance and Change Management: Contract management structure, reporting requirements, and change control procedures
9. Data Protection and Security: GDPR compliance, data processing terms, and security requirements
10. Intellectual Property Rights: Ownership and licensing of IP, including pre-existing and newly created IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Liability and Indemnities: Allocation of risks, limitation of liability, and indemnification obligations
13. Force Majeure: Provisions for handling events beyond parties' reasonable control
14. Term and Termination: Duration, renewal options, and termination rights
15. Exit Management: Transition assistance and knowledge transfer upon termination
16. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Regulatory Compliance: Required for regulated industries (e.g., financial services, healthcare) to address specific regulatory requirements
2. Business Continuity and Disaster Recovery: Required for critical services or when handling sensitive data
3. Environmental Requirements: Include when environmental impact is relevant to services
4. Social Responsibility and Ethics: Include when corporate social responsibility is a key concern
5. Information Security Management: Detailed section required when handling sensitive information or for IT services
6. Subcontracting: Include when supplier likely to use subcontractors
7. Insurance: Detailed insurance requirements for high-risk services
8. Parent Company Guarantee: Include when supplier's financial strength is crucial
9. Anti-Bribery and Corruption: Required for international services or high-risk jurisdictions
10. Export Control: Include when services involve international data or goods transfer
1. Schedule 1 - Service Descriptions: Detailed technical and operational specifications of services
2. Schedule 2 - Service Levels and KPIs: Detailed performance metrics, measurement methods, and service credits
3. Schedule 3 - Charges: Detailed pricing, rate cards, and payment calculations
4. Schedule 4 - Personnel: Key personnel, required qualifications, and transfer arrangements
5. Schedule 5 - Governance: Detailed governance procedures, escalation paths, and reporting requirements
6. Schedule 6 - Security Requirements: Technical and organizational security measures
7. Schedule 7 - Data Processing Agreement: GDPR-compliant data processing terms and requirements
8. Schedule 8 - Exit Plan: Detailed exit management and transition procedures
9. Schedule 9 - Form of Parent Company Guarantee: Standard form guarantee document
10. Schedule 10 - Approved Subcontractors: List of pre-approved subcontractors and their roles
11. Appendix A - Technical Requirements: Detailed technical specifications and requirements
12. Appendix B - Change Control Procedure: Detailed process for managing changes to services or agreement
Authors
Affiliate
Agreement
Applicable Law
Background IP
Business Day
Business Hours
Change
Change Control Procedure
Charges
Commencement Date
Confidential Information
Contract Year
Control
Customer
Customer Data
Customer Dependencies
Customer Materials
Data Controller
Data Processor
Data Protection Laws
Data Subject
Deliverables
Dispute Resolution Procedure
Documentation
Effective Date
Exit Management Plan
Exit Period
Force Majeure Event
Good Industry Practice
Governance Procedures
Group
Implementation Plan
Initial Term
Intellectual Property Rights
Key Personnel
KPIs
Loss
Material Breach
Milestone
Notice
Parent Company Guarantee
Personal Data
Personnel
Processing
Regulatory Requirements
Related Agreement
Relevant Transfer
Renewal Period
Reports
Security Requirements
Service Credits
Service Levels
Services
Service Provider
Subcontractor
Term
Termination Date
Third Party
Transition Period
Transition Plan
Working Day
Works Council
Services
Service Levels
Performance Monitoring
Implementation
Customer Obligations
Charges and Payment
Invoicing
Personnel
Key Personnel
Transfer of Personnel
Subcontracting
Governance
Change Control
Data Protection
Information Security
Confidentiality
Intellectual Property
Warranties
Indemnities
Liability
Insurance
Force Majeure
Business Continuity
Disaster Recovery
Regulatory Compliance
Anti-Corruption
Competition Law
Term
Termination Rights
Termination Consequences
Exit Management
Dispute Resolution
Assignment and Novation
Notices
Governing Law
Jurisdiction
Entire Agreement
Severability
Waiver
Third Party Rights
Counterparts
Information Technology
Financial Services
Manufacturing
Healthcare
Telecommunications
Professional Services
Retail
Energy
Transportation
Logistics
Real Estate
Education
Legal
Procurement
Operations
Information Technology
Finance
Risk & Compliance
Human Resources
Commercial
Strategy
Project Management Office
Vendor Management
Service Delivery
Chief Executive Officer
Chief Operating Officer
Chief Financial Officer
Chief Information Officer
Chief Technology Officer
Head of Procurement
Head of Legal
General Counsel
Commercial Director
Operations Director
IT Director
Procurement Manager
Contract Manager
Legal Counsel
Risk Manager
Compliance Officer
Project Manager
Vendor Manager
Operations Manager
Service Delivery Manager
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